<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Rule 14a-6(e)(2))
[ X ] Definitive Proxy Statement
[ ] Definitive Additional Materials
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NCH Corporation
- -----------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
NCH Corporation
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
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Rule 14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
(1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
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<PAGE>
[LOGO]
2727 Chemsearch Boulevard
Irving, Texas 75062
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held July 25, 1996
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NCH
Corporation will be held in the Gourmet Rooms I and II of the Crescent
Club, 17th Floor, 200 Crescent Court (at the corner of Pearl and Cedar
Springs Streets), Dallas, Texas, on Thursday, the 25th day of July, 1996,
at 10:00 a.m., Central Daylight Time, for the following purposes:
1. To elect three Class II directors of NCH to hold office until the
next annual election of Class II directors by stockholders or until their
respective successors are duly elected and qualified.
2. To approve the amendments to the incentive bonus plan for members of
the Executive Committee of the Board of Directors.
3. To ratify the appointment of KPMG Peat Marwick LLP, Certified Public
Accountants, to be the independent auditors of NCH for the fiscal year
ending April 30, 1997.
4. To transact such other business as may properly come before the
meeting or any adjournments of the meeting.
The Board of Directors has fixed the close of business on Monday, June
3, 1996, as the record date for determining stockholders entitled to vote
at and to receive notice of the annual meeting.
Whether or not you expect to attend the meeting in person, you are
urged to complete, sign, and date the enclosed form of proxy and return it
promptly so that your shares of stock may be represented and voted at the
meeting. If you are present at the meeting, your proxy will be returned to
you if you so request.
Joe Cleveland,
Secretary
Dated: June 25, 1996
<PAGE>
[LOGO]
2727 Chemsearch Boulevard
Irving, Texas 75062
PROXY STATEMENT
For
ANNUAL MEETING OF STOCKHOLDERS
To Be Held on July 25, 1996
Dated: June 25, 1996
SOLICITATION AND REVOCABILITY OF PROXIES
The accompanying proxy is solicited by the management of, and on
behalf of, NCH Corporation, a Delaware corporation ("NCH"), to be voted at
the Annual Meeting of the Stockholders of NCH, to be held Thursday, July
25, 1996 (the "Meeting"), at the time and place and for the purposes set
forth in the accompanying Notice of Annual Meeting. When properly executed
proxies in the accompanying form are received, the shares represented
thereby will be voted at the Meeting in accordance with the directions
noted on the proxies; if no direction is indicated, then such shares will
be voted for the election of the directors and in favor of the proposals
set forth in the Notice of Annual Meeting attached to this Proxy Statement.
The enclosed proxy confers discretionary authority to vote with
respect to any and all of the following matters that may come before the
Meeting: (1) matters that NCH's Board of Directors does not know a
reasonable time before the Meeting are to be presented at the Meeting; and
(2) matters incidental to the conduct of the Meeting. Management does not
intend to present any business for a vote at the Meeting other than the
matters set forth in the accompanying Notice of Annual Meeting, and it has
no information that others will do so. If other matters requiring the vote
of the stockholders properly come before the Meeting, then, subject to the
limitations set forth in the applicable regulations under the Securities
Exchange Act of 1934, it is the intention of the persons named in the
attached form of proxy to vote the proxies held by them in accordance with
their judgment on such matters.
Any stockholder giving a proxy has the power to revoke that proxy at
any time before it is voted. A proxy may be revoked by filing with the
Secretary of NCH either a written revocation or a duly executed proxy
bearing a date subsequent to the date of the proxy being revoked. Any
stockholder may attend the Meeting and vote in person, whether or not such
stockholder has previously submitted a proxy.
In addition to soliciting proxies by mail, officers and regular
employees of NCH may solicit the return of proxies. Brokerage houses and
other custodians, nominees, and fiduciaries may be requested to forward
solicitation material to the beneficial owners of stock.
This Proxy Statement and the accompanying proxy are first being sent
or given to NCH's stockholders on or about June 25, 1996.
NCH will bear the cost of preparing, printing, assembling, and mailing
the Notice of Annual Meeting, this Proxy Statement, the enclosed proxy, and
any additional material, as well as the cost of forwarding solicitation
material to the beneficial owners of stock.
VOTING RIGHTS
The record date for determining stockholders entitled to notice of and
to vote at the Meeting is the close of business on June 3, 1996. On that
date there were 7,600,947 shares issued and outstanding of NCH's $1.00 par
value common stock ("Common Stock"), which is NCH's only class of voting
securities outstanding. Each share of NCH's Common Stock is entitled to
one vote in the matter of election of directors and in any other matter
that may be acted upon at the Meeting. Neither NCH's certificate of
incorporation nor its bylaws permits cumulative voting. The presence, in
person or by proxy, of the holders of a majority of the outstanding shares
of Common Stock entitled to vote at the Meeting is necessary to constitute
a quorum at the Meeting, but in no event will a quorum consist of less than
one-third of the shares entitled to vote at the Meeting. The affirmative
vote of a plurality of the shares of Common Stock represented at the
Meeting and entitled to vote is required to elect directors. All other
matters to be voted on will be decided by a majority of the shares of
Common Stock represented at the meeting and entitled to vote. Abstentions
and broker nonvotes are each included in determining the number of shares
present at the meeting for purposes of determining a quorum. Abstentions
and broker nonvotes have no effect on determining plurality, except to the
extent that they affect the total votes received by any particular
candidate.
ELECTION OF DIRECTORS
NCH's Board of Directors consists of seven members, divided into three
classes: Class I (two directors), Class II (three directors), and Class
III (two directors). Only the Class II positions are due for nomination
and election at the Meeting. The Class I and Class III positions will be
due for nomination and election at the annual meetings of stockholders to
be held in 1998 and 1997, respectively.
The intention of the persons named in the enclosed proxy, unless such
proxy specifies otherwise, is to vote the shares represented by such proxy
for the election of Thomas B. Walker, Jr., Milton P. Levy, Jr., and Robert
L. Blumenthal as the Class II directors. Messrs. Thomas B. Walker, Jr.,
Milton P. Levy, Jr., and Robert L. Blumenthal have been nominated to stand
for re-election by the Board of Directors until their terms expire or until
their respective successors are duly elected and qualified. Messrs. Thomas
B. Walker, Jr., Milton P. Levy, Jr., and Robert L. Blumenthal are presently
directors of NCH. Messrs. Irvin, Lester, and Milton Levy are brothers.
Robert L. Blumenthal is a first cousin of Messrs. Irvin, Lester, and Milton
Levy. Certain information regarding each nominee and director is set forth
below. The number of shares beneficially owned by each nominee is listed
under "Security Ownership of Principal Stockholders and Management."
Class I Directors
Rawles Fulgham, 68, has been a director of NCH since 1981. Mr. Fulgham
was an executive director of Merrill Lynch Private Capital Inc. from 1982
until 1989, when he assumed his current position as a Senior Advisor to
Merrill Lynch & Co., Inc. He is also a director of Dresser Industries,
Inc., Global Industrial Technologies, Inc., BancTec, Inc., and an Advisor
to Dorchester Hugoton, Ltd., all of which are located in Dallas, Texas. He
is a member of the Audit Committee and the Compensation Committee.
Lester A. Levy, 73, has been a director and officer of NCH since 1947,
and since 1965 has served as Chairman of the Board of Directors of NCH. He
is either the president or a vice president of substantially all of NCH's
subsidiaries. Mr. Levy is also a director of A.H. Belo Corporation,
Dallas, Texas. Mr. Levy is a member of the Stock Option Committee and the
Executive Committee.
Class II Directors and Nominees
Robert L. Blumenthal, 65, has engaged in the practice of law since
1957. He is a partner at the Dallas law firm of Carrington, Coleman,
Sloman & Blumenthal, L.L.P., which serves as NCH's legal counsel.
Thomas B. Walker, Jr., 72, has been a director of NCH since 1987. He
was a general partner of Goldman, Sachs & Co. from 1968 until 1984 when he
assumed his current position as a limited partner of The Goldman Sachs
Group, L.P. Mr. Walker is also a director of Sysco Corporation, A.H. Belo
Corporation, and Riviana Foods, Inc. He is a member of the Audit Committee
and the Compensation Committee.
Milton P. Levy, Jr., 70, has been a director and officer of NCH since
1947, and since 1965 has served as Chairman of the Executive Committee of
NCH. He is either the president or a vice president of substantially all
of NCH's subsidiaries. Mr. Levy is a member of the Stock Option Committee
and the Executive Committee.
Class III Directors
Jerrold M. Trim, 59, has been a director of NCH since 1980 and is the
president and majority shareholder of Windsor Association, Inc., which is
engaged primarily in investment consulting services. He is also a general
partner of Chiddingstone Management Company and The Penshurst Fund, which
are limited partnerships that invest in marketable securities. He is a
member of the Audit Committee and the Compensation Committee.
Irvin L. Levy, 67, has been a director and an officer of NCH since
1950, and has served as NCH's President since 1965. He is either president
or a vice president of substantially all of NCH's subsidiaries. Mr. Levy
is a member of the Stock Option Committee and the Executive Committee.
If any of the above nominees for Class II directors should become
unavailable to serve as a director, then the shares represented by proxy
will be voted for such substitute nominees as may be nominated by the Board
of Directors. NCH has no reason to believe that any of the above nominees
are, or will be, unavailable to serve as a director.
Meeting Attendance and Committees of the Board
NCH has audit, compensation, executive, and stock option committees of
the Board, whose members are noted above. During the last fiscal year, the
Board of Directors met on five occasions, the Compensation Committee met
once, the Audit Committee met once, the Executive Committee met or acted by
consent at least 28 times, and the Stock Option Committee met once. NCH
does not have a standing nominating committee of the Board. Nominees to
the Board are selected by the entire Board.
The Audit Committee of the Board reviews the scope of the independent
auditors' examinations and the scope of activities of NCH's internal
auditors. Additionally, it receives and reviews reports of NCH's
independent auditors and internal auditors. The Audit Committee also meets
(without management's presence, if the Audit Committee so desires) with the
independent auditors and members of the internal auditing staff, receives
recommendations or suggestions for change, and may initiate or supervise
any special investigations it may choose to undertake.
The Compensation Committee recommends to the Board of Directors the
salaries of Messrs. Irvin, Lester, and Milton Levy.
The Executive Committee possesses all of the powers of the Board of
Directors between meetings of the Board.
The Stock Option Committee of the Board determines those employees of
NCH and its subsidiaries who will receive stock options and the amount of
such options.
PROPOSAL TO APPROVE AMENDMENTS TO EXECUTIVE COMMITTEE INCENTIVE BONUS PLAN
Section 162(m) of the Internal Revenue Code (the "Code") denies the
deduction for compensation over $1 million per year paid by a publicly
traded company to the chief executive or the four other most highly
compensated officers. Compensation based on performance goals and approved
by the stockholders is excluded from the limitation on deductions over $1
million. To qualify all compensation paid to the Executive Committee of
the Board of Directors as a deductible expense under section 162(m) of the
Code, on April 28, 1994, the Compensation Committee of the Board of Directors
adopted an incentive bonus plan (the "Bonus Plan"), for members of the
Executive Committee, which was approved by stockholders at the 1994 Annual
Meeting.
The Bonus Plan provides a formula for determining the amounts of
annual bonuses to be paid to each member of the Executive Committee. Bonus
amounts will depend on the amount by which NCH's net income after taxes,
but before accrual for any bonus under the Bonus Plan, for a particular
fiscal year increases over its net income before accrual for any bonus for
the preceding fiscal year. The Bonus Plan originally provided that
increases from 10% to less than 14% would result in payment of a $225,000
bonus to each member of the Executive Committee, increases from 14% to less
than 16% would result in payment of a $300,000 bonus to each Executive
Committee member, and increases of 16% or more would result in payment of a
$375,000 bonus to each member of the Executive Committee. For fiscal 1996,
no bonus was payable because NCH's net income did not increase by 10% or
more over its net income for fiscal 1995.
On June 7, 1996, the Compensation Committee of the Board of Directors
adopted an amendment to the formula for determining the amounts of annual
bonuses to be paid to each member of the Executive Committee, subject to
stockholder approval. As amended, the formula provides as follows.
Increases from 10% to less than 15% will result in payment of a $225,000
bonus to each member of the Executive Committee. Increases of 15% or
greater will result in payment of a $325,000 bonus to each Executive
Committee member. No bonus would have been payable in fiscal 1996 if the
Bonus Plan, as amended, had been in effect.
The Bonus Plan prohibits amendment of its terms to increase the cost
of the Bonus Plan to NCH or to change the persons to whom bonuses will be
paid under the Bonus Plan without a vote of NCH's stockholders.
COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS
Director Compensation
Directors who are not executive officers of NCH receive compensation
of $25,000 per annum and $1,000 for each meeting of the Board of Directors
or Board committee attended. All other directors receive $1,000 for each
such meeting attended. Members of the Stock Option Committee and Executive
Committee are not compensated separately for their services on such
committees.
Report on Executive Compensation
Responsibility for Executive Compensation
Three outside directors, as the Compensation Committee of NCH (Messrs.
Fulgham, Trim, and Walker), have primary responsibility for recommending to
the Board the executive compensation program for Messrs. Irvin, Lester, and
Milton Levy. The Compensation Committee recommends to the Board an annual
aggregate base compensation for the Office of the Executive Committee and
is responsible for administering and approving incentive compensation for
the Office of the Executive Committee. After Board approval of the
Compensation Committee's recommendation for aggregate base compensation
(with Messrs. Irvin, Lester, and Milton Levy abstaining), the Messrs. Levy
divide the compensation of the Executive Committee among themselves. The
Executive Committee is responsible for setting the compensation for all
other officers of NCH.
Executive Compensation Strategy
With respect to compensation of all key executives other than Messrs.
Irvin, Lester, and Milton Levy, NCH's strategy is generally as follows:
* Attract and retain key executives by delivering a market competitive
rate of base pay. Market competitive rates of pay are determined by
reviewing compensation data from other companies that resemble NCH in terms
of lines of business, size, scope, and complexity.
* Provide salary increases to key executives based on their individual
effort and performance. In addition to the individual's experience, job
duties, and performance, annual increases are influenced by NCH's overall
performance.
* Provide annual incentive opportunities based on objectives that NCH
feels are critical to its success during the year. Target incentive levels
are set on an individual basis and actual awards are made at the Executive
Committee's discretion.
* Provide long-term incentives to key employees so that employees are
focused on activities and decisions that promote NCH's long-term financial
and operational success. To meet this objective, NCH offers stock options
to certain key employees. Options are generally granted for a period of
five years at a price that is at least equal to the fair market value of
the Common Stock at the time of grant. Options vest in equal increments
over a three-year period from the time of grant.
Compensation of Messrs. Irvin, Lester, and Milton Levy
The Compensation Committee occasionally seeks assistance from an
outside compensation consulting firm to determine the competitiveness of
NCH's compensation programs. Based on survey and proxy analyses performed
by the consulting firm, the Compensation Committee in 1994 adopted a fixed
compensation plus an incentive bonus for 1996 based on Company performance
which has been retained for fiscal 1997. Given the tenure and depth of
experience of the Office of the Executive Committee, the Compensation
Committee feels that this is an appropriate competitive level of
compensation. All of the companies in the peer group in NCH's performance
graph on page 9 of this Proxy Statement were included in the proxy analysis
performed by the consulting firm. NCH's performance in sales and earnings
in the then current economic and competitive environment, adjusted for
currency fluctuations, was considered in setting the base executive
compensation, although no formula or preset goal is used.
NCH has adopted a separate strategy with respect to the incentive
compensation of the Office of the Executive Committee (Messrs. Irvin,
Lester, and Milton Levy). Since these individuals are very significant
long-term stockholders of NCH, some of the typical approaches to executive
compensation that exist in the marketplace are not necessarily relevant at
NCH. Long-term incentive programs are implemented for senior executives to
create a link between the corporation's performance and the executive's own
personal wealth. In light of the shareholding of Messrs. Irvin, Lester,
and Milton Levy, they are already significantly impacted financially by
NCH's overall performance. The Compensation Committee generally feels that
in this situation any long-term incentive program should be tied to salary
or bonus.
The Bonus Plan provides for short-term incentive compensation for
members of the Executive Committee. Since aggregate compensation for the
Office of the Executive Committee could result in a member receiving over
$1 million in annual compensation, NCH finds it necessary to comply with
the provisions of section 162(m) of the Code to qualify for tax deductibility
all compensation paid to the Executive Committee. NCH's policy is to qualify
to the extent practicable all compensation paid to its executive officers
for tax deductibility in accordance with section 162(m). The stockholders
must approve the amendments to the Bonus Plan before they go into effect.
Conclusion
The Compensation Committee believes that current compensation
arrangements in place at NCH are reasonable and competitive given NCH's
size and status and the current regulatory environment surrounding
executive compensation. The base salary program allows NCH to attract and
retain management talent. In addition, for those employees who are
incentive eligible, such systems continue to provide the necessary link
between the attainment of NCH's performance objectives and the compensation
received by executives.
Executive Committee &
Compensation Committee Stock Option Committee
---------------------- ----------------------
Rawles Fulgham Irvin L. Levy
Jerrold M. Trim Lester A. Levy
Thomas B. Walker, Jr. Milton P. Levy, Jr.
The report on executive compensation will not be deemed to be
incorporated by reference into any filing by NCH under the Securities Act
of 1933 or the Securities Exchange Act of 1934, except to the extent that
NCH specifically incorporates the above report by reference.
Compensation Committee Interlocks and Insider Participation in Compensation
Decisions
Messrs. Irvin, Lester, and Milton Levy are members of the Executive
Committee of NCH's Board of Directors, which committee determines most
salaries and promotions with respect to officers of NCH and its
subsidiaries, and of the Stock Option Committee, which determines those
employees of NCH and its subsidiaries who will receive stock options and
the amount of such options. Messrs. Irvin, Lester, and Milton Levy are
executive officers and employees of NCH.
NCH's Board of Directors (with the subject members abstaining)
determines the salaries of Messrs. Irvin, Lester, and Milton Levy after
recommendation of the Compensation Committee, whose members are Rawles
Fulgham, Jerrold M. Trim, and Thomas B. Walker, Jr.
Executive Compensation
The following table summarizes the compensation paid to Messrs. Irvin,
Lester, and Milton Levy, who together hold the office of the Executive
Committee, and to NCH's two other most highly compensated executive
officers (whose compensation exceeded $100,000 in fiscal 1996) for services
rendered in all capacities to NCH during the fiscal years ended April 30,
1996, 1995, and 1994.
SUMMARY COMPENSATION TABLE
Name and Annual Compensation(1) All Other
Principal Fiscal ---------------------- Compensa-
Positions Year Salary(2) Bonus tion (3)
------------------- ----- --------- -------- ---------
Irvin L. Levy,
President 1996 $859,228 $ - $3,700
1995 857,539 300,000 3,700
1994 815,734 - 6,016
Lester A. Levy,
Chairman of
the Board 1996 863,430 - 3,000
1995 863,572 300,000 3,700
1994 822,635 - 5,316
Milton P. Levy, Jr.,
Chairman of the
Executive Committee 1996 865,281 - 3,700
1995 865,936 300,000 3,700
1994 963,877 - 6,016
Thomas F. Hetzer,
Vice President
- Finance 1996 192,204 - 3,700
1995 170,732 10,000 3,700
1994 153,410 5,725 3,416
Glen L. Scivally,
Vice President
and Treasurer 1996 175,114 - 3,700
1995 164,927 10,000 3,700
1994 151,352 5,250 3,421
- -----------------------
(1) Certain of NCH's executive officers receive personal benefits in
addition to annual salary and bonus. The aggregate amounts of the personal
benefits, however, do not exceed the lesser of $50,000 or 10% of the total
of the annual salary and bonus reported for the named executive officer.
(2) Includes compensation for services as a director (other than Mr.
Hetzer and Mr. Scivally).
(3) The amounts included in this column were contributed to the accounts
of the executives included in the table under NCH's qualified profit
sharing and savings plan.
Retirement Agreements
NCH has entered into retirement agreements allowing retirement at any
time after age 59-1/2 with Messrs. Irvin, Lester, and Milton Levy that
provide for lifetime monthly payments and guarantee 120 monthly payments
beginning at death, retirement, or disability. Payments under these
agreements will be $385,000 per year for Messrs. Irvin L. Levy and Lester
A. Levy and $535,000 per year for Mr. Milton P. Levy, Jr., subject to
adjustment each year after 1993 for increases in the United States Consumer
Price Index for the preceding year.
CERTAIN TRANSACTIONS
NCH entered into split dollar life insurance agreements with the sons
and former son-in-law of Lester A. Levy and sons of Irvin L. Levy who are,
or were, NCH employees concerning the purchase of life insurance policies
insuring Irvin L. Levy, Lester A. Levy, and Milton P. Levy, Jr. There was
no impact of these policies on after-tax earnings of NCH in fiscal 1996.
The insurance provides benefits to the above indicated employees (or child
of a former employee) totalling $10,000,000 on the death of combinations of
insureds. NCH has been granted a security interest in the cash value of
each policy to the extent of the sum of premium payments made by NCH.
These arrangements are designed so that if the assumptions made as to
mortality experience, policy earnings, and other factors are realized, then
NCH will recover all of its premium payments.
The purpose of the arrangement in addition to providing benefits to
the employees is to provide cash to the families of Messrs. Lester and
Irvin Levy at the approximate time of death of the senior Levys to avoid
their Common Stock being forced on to the market at a potentially
inappropriate time.
FIVE YEAR COMPARISON OF CUMULATIVE TOTAL RETURN
The following graph presents NCH's cumulative stockholder return
during the period beginning April 30, 1991, and ending April 30, 1996. NCH
is compared to the S&P 500 and a peer group consisting of companies that
collectively represent lines of business in which NCH competes. The
companies included in the peer group index are Betz Laboratories, Inc., The
Dexter Corporation, Ecolab Inc., Lawson Products, Inc., Nalco Chemical
Company, National Service Industries, Inc., Petrolite Corporation, Premier
Industrial Corporation, Quaker Chemical Corporation, Safety-Kleen Corp.,
and Snap-On Tools Corporation. Each index assumes $100 invested at the
close of trading on April 30, 1991, and is calculated assuming quarterly
reinvestment of dividends and quarterly weighting by market capitalization.
[STOCK PERFORMANCE GRAPH FILED UNDER COVER OF FORM S-E]
The stock price performance depicted in the graph above is not
necessarily indicative of future price performance. The graph will not be
deemed to be incorporated by reference in any filing by NCH under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to
the extent that NCH specifically incorporates the graph by reference.
<PAGE>
SECURITY OWNERSHIP OF
PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of NCH's Common Stock as of June 3, 1996, by: (i)
persons known to management to beneficially own more than 5% of NCH's
Common Stock; (ii) each director and nominee for director; (iii) the three
persons holding the office of the Executive Committee and NCH's two other
most highly compensated executive officers (whose compensation exceeded
$100,000 in fiscal 1996); and (iv) all directors and executive officers of
NCH as a group. Except as noted below, each person included in the table
has sole voting and investment power with respect to the shares that the
person beneficially owns.
Name of Amount & Nature
Beneficial Owner of Beneficial Ownership Percent of Class
------------------------- ----------------------- ----------------
Robert L. Blumenthal 2,683 *
Rawles Fulgham (1) 2,000 *
Thomas F. Hetzer 0 -
Irvin L. Levy (2)(3) 1,563,532 20.6%
Lester A. Levy (2)(4) 1,495,853 19.7%
Milton P. Levy, Jr. (2)(5) 1,115,119 14.7%
Glen L. Scivally 0 -
Jerrold M. Trim (6) 0 -
Thomas B. Walker, Jr. 10,000 *
All directors and executive 4,198,855 55.2%
officers as a group (12 people)
Systematic Financial Management, L.P. (7) 580,638 7.6%
- --------------------
* Less than 1% of class.
(1) Of these shares, 700 are held by a Dallas bank in trust for the
retirement plan and benefit of Mr. Fulgham.
(2) The address of Messrs. Irvin, Lester, and Milton Levy is P.O. Box
152170, Irving, Texas 75015. The definition of beneficial ownership under
the rules and regulations of the Securities and Exchange Commission
requires inclusion of the same 29,000 shares held as cotrustees by Messrs.
Irvin, Lester, and Milton Levy for a family trust in the totals listed
above for each of Messrs. Irvin, Lester, and Milton Levy.
(3) Irvin L. Levy owns a life estate interest in 1,000,000 shares
included in the table over which he has sole voting and investment power,
and his children own a remainder interest in such 1,000,000 shares. The
table includes the following shares, beneficial ownership of which Irvin L.
Levy disclaims: 31,520 shares held as trustee for his grandnephews and
grandniece over which he has sole voting and investment power, and 29,000
shares held as cotrustee with his brothers for a family trust over which he
shares voting and investment power.
(4) Lester A. Levy owns a life estate interest in 625,194 shares included
in the table over which he has sole voting and investment power, and his
children own a remainder interest in such 625,194 shares. The table
includes the following shares, beneficial ownership of which Lester A. Levy
disclaims: 19,261 shares held as trustee for his grandnieces over which he
has sole voting and investment power, and 29,000 shares held as cotrustee
with his brothers for a family trust over which he shares voting and
investment power.
(5) The table includes the following shares beneficial ownership of which
Milton P. Levy, Jr. disclaims: 34,448 shares owned by his wife over which
he has no voting or investment power, 29,000 shares held as cotrustee with
his brothers for a family trust over which he shares voting and investment
power, and 2,106 shares held as cotrustee with his daughters for their
benefit over which he shares voting and investment power.
(6) Windsor Association, Inc., of which Mr. Trim is president, has a
corporate policy against its employees owning any publicly traded
securities.
(7) The table sets forth Systematic Financial Management, L.P.'s
stockholding based on its latest Schedule 13G filed with the SEC dated as
of February 12, 1996. Systematic Financial Management, L.P. reports its
address as Two Executive Drive, Fort Lee, New Jersey 07024. It has sole
dispositive power over 580,638 shares and shared voting power over 59,745
shares and sole voting power of 0 shares.
SELECTION OF AUDITORS
The Board of Directors has appointed KPMG Peat Marwick LLP, Certified
Public Accountants, to continue to be the principal independent auditors of
NCH, subject to stockholder ratification at the Meeting. A representative
of that firm has been requested to be present at the Meeting and will have
an opportunity to make a statement if the representative desires to do so
and to respond to appropriate questions.
PROPOSALS OF STOCKHOLDERS
Stockholders of NCH who intend to present a proposal for action at the
1997 Annual Meeting of Stockholders of NCH must notify NCH's management of
such intention by notice received at NCH's principal executive offices not
less than 120 days in advance of June 25, 1997, for such proposal to be
included in NCH's proxy statement and form of proxy relating to such
meeting.
ANNUAL REPORT
The Annual Report for the year ended April 30, 1996, is being mailed
to stockholders with this Proxy Statement. The Annual Report is not to be
regarded as proxy soliciting material. NCH will provide without charge to
each stockholder to whom this Proxy Statement and the accompanying form of
proxy are sent, on the written request of such person, a copy of NCH's
annual report on Form 10-K for the fiscal year ended April 30, 1996,
including the financial statements and the financial statement schedules,
required to be filed with the Securities and Exchange Commission. Requests
should be directed to NCH Corporation, Attention: Secretary, P. O. Box
152170, Irving, Texas 75015.
/s/ Irvin L. Levy
-----------------
Irvin L. Levy,
President
Irving, Texas
Dated: June 25, 1996
<PAGE>
PROXY CARD
NCH CORPORATION
ANNUAL MEETING OF STOCKHOLDERS - JULY 25, 1996
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned, revoking all prior proxies, hereby appoints James H. Stone,
Tom Hetzer, and Joe Cleveland, and any one or more of them, proxy or proxies,
with full power of substitution in each, and hereby authorizes them to vote
for the undersigned and in the undersigned's name, all shares of common stock
of NCH Corporation (the "Company") standing in the name of the undersigned on
June 3, 1996, as if the undersigned were personally present and voting at the
Company's annual meeting of stockholders to be held on July 25, 1996, in
Dallas, Texas, and at any adjournment thereof, upon the matters set forth on
the reverse side hereof.
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. IF NO DIRECTION IS MADE, THEN THIS PROXY WILL
BE VOTED FOR PROPOSALS 1, 2 AND 3, AND IN THE PROXIES' DISCRETION ON ALL OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE ANNUAL MEETING, INCLUDING MATTERS
INCIDENT TO THE CONDUCT OF SUCH MEETING.
(Continue and to be signed on reverse side.)
<PAGE>
/X/ Please mark your votes as indicated in this example.
FOR WITHHOLD AUTHORITY
1. Election of Directors / / / /
Nominees: Thomas B. Walker, Jr., Milton P. Levy, Jr. and Robert Blumenthal
Instruction: To withhold authority to vote for all nominees, mark the
Withhold Authority box. To withhold authority to vote for any individual
nominee, write the nominee's name on the line above.
2. Proposal to approve the amendments to the inventive bonus plan for members
of the Executive Committee of the Board of Directors as described in the proxy
statement for the 1996 annual meeting of stockholders.
FOR / / AGAINST / / ABSTAIN / /
3. Proposal to ratify the appointment of KPMG Peat Marwick LLP as independent
auditors of NCH Corporation.
FOR / / AGAINST / / ABSTAIN / /
4. In their discretion, the proxies are authorized to vote upon any other
matters that may properly come before the meeting or any adjournment thereof,
subject to the limitations set forth in the applicable regulations under the
Securities Exchange Act of 1934.
DATED: , 1996
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SIGNATURE
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SIGNATURE IF HELD JOINTLY
NOTE: Please sign exactly as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee, guardian,
officer or partner, please indicate full title and capacity.
<PAGE>
